T-Mobile US (TMUS) CEO awarded 60,031 RSUs; shares withheld for taxes

Rhea-AI Filing Summary

T-Mobile US President and CEO Srini Gopalan reported equity compensation and related tax withholding transactions. He acquired 60,031 shares of common stock through a restricted stock unit grant under the company’s 2023 Incentive Award Plan. One-third of these units vest on each of February 15, 2027, February 15, 2028, and February 15, 2029, subject to plan and award terms. In a separate transaction, 2,705.13 shares were withheld to cover taxes upon vesting of restricted stock units, which was not an open market trade.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gopalan Srini

(Last) (First) (Middle)

C/O T-MOBILE US, INC.

12920 SE 38TH STREET

(Street)

BELLEVUE WA 98006

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
T-Mobile US, Inc. [ TMUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2026		A		60,031(1)	A	$0	150,289	D
Common Stock	02/15/2026		F		2,705.13(2)	D	$219.5	147,583.87	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units granted under the issuer's 2023 Incentive Award Plan, (the "Plan"); one-third of the units vest on each of February 15, 2027, February 15, 2028 and February 15, 2029, subject to the terms of the Plan and related award agreement.

2. Represents shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.

Remarks:

	/s/ Frederick Williams, Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did T-Mobile US (TMUS) CEO Srini Gopalan report?

Srini Gopalan reported receiving 60,031 shares via a restricted stock unit grant and a separate withholding of 2,705.13 shares for tax payments. Both transactions involved T-Mobile US common stock and were related to equity compensation, not open market buying or selling.

Was the T-Mobile US (TMUS) CEO transaction an open market stock purchase or sale?

No, the reported activity was not an open market trade. The CEO received 60,031 shares as a restricted stock unit grant and 2,705.13 shares were withheld to pay taxes on vesting. The filing specifies the tax withholding was not an open market transaction.

How do the new restricted stock units for T-Mobile US (TMUS) CEO vest?

The restricted stock units vest in three equal installments over three years. One-third vests on each of February 15, 2027, February 15, 2028, and February 15, 2029, subject to the 2023 Incentive Award Plan and the related award agreement terms.

How many T-Mobile US (TMUS) shares were withheld for the CEO’s tax obligations?

A total of 2,705.13 T-Mobile US common shares were withheld to pay taxes upon vesting of restricted stock units. The filing clarifies this transaction was solely for tax payment and explicitly notes it was not an open market stock transaction.

What plan governs the T-Mobile US (TMUS) CEO’s new restricted stock unit grant?

The grant of 60,031 restricted stock units was made under T-Mobile US’s 2023 Incentive Award Plan. Vesting and other conditions are subject to the terms of this plan and the related award agreement, which together govern the CEO’s equity compensation.